Notes to Financial Statements
Year Ended December 31, 2017
Note
1. Description of the Plan
The following description of the Newell Brands Employee Savings Plan (the Plan), formerly the Newell Rubbermaid
401(k) Savings and Retirement Plan, provides only general information. Participants should refer to the Summary Plan Description document and Plan document for a more complete description of the Plans provisions.
On December 31, 2017, the Newell Rubbermaid 401(k) Savings and Retirement Plan, which is maintained by Newell Operating Company (NOC), merged with
the following defined contribution plans (the Merging Plans) maintained by certain affiliates of NOC with and into the Newell Rubbermaid 401(k) Savings and Retirement Plan:
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BOC Plastics, Inc. 401(k) Plan;
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Jarden Corporation Savings and Retirement Plan;
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Jarden Standard 401 (k) Savings Plan;
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Jostens 401(k) Retirement Plan;
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The Ln Co 401(k) Retirement Savings Plan;
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Smith Mountain Industries, Inc. 401(k) Plan
;
and
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The Waddington Group 401(k) Plan,
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to form the Plan. The Transfer receivable included in net assets available
for plan benefits as of December 31, 2017, represents the aggregate value of the net assets of the Merging Plans that were not received by the Plans trustee until January 2018. Certain assets of the Merging Plans that were transferred
were received by the Plan prior to December 31, 2017. These assets, which include Stable Value investments, mutual funds, common/collective trusts and notes receivable from participants, are included in net assets available for plan benefits as
of December 31, 2017.
General
The Plan is a
defined contribution plan administered by the U.S. Benefit Plans Administration Committee (the Plan Administrator), which is appointed by the Board of Directors of Newell Operating Company, a subsidiary of Newell Brands Inc. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Effective January 1, 2018, the
Plan transitioned to a new service provider. To that end, certain Plan assets were redeemed on December 29, 2017 and transferred to the new service provider who did not receive the funds until January 2, 2018. As of December 31, 2017,
the redeemed investments are classified as
non-interest-bearing
cash in the statement of net assets.
Eligibility
Certain employees of Newell Operating
Company and affiliated companies who have adopted the Plan (collectively, the Company) are eligible to participate in the Plan. Full-time employees, as defined by the Plan document, are eligible to participate in the Plan upon date of
hire. Other employees are eligible to participate after completing one year of eligibility service, as defined by the Plan document.
Contributions
2017 Provisions
Subject to legal and Plan
limits, participants may elect to contribute up to 50% of pretax earnings, as defined by the Plan document. Participants may also make
catch-up
contributions if they have attained age 50 before the close of
the Plan year. The Company contributes a matching contribution for participants in an amount equal to 100% of the first 3% of eligible compensation plus 50% of the next 2% of eligible compensation contributed by the participant. Participants are
also eligible for an annual retirement savings contribution, which is determined based on the participants age and years of service. Certain participants hired prior to January 1, 2004, who were age 50 or older and were actively employed
on January 1, 2005, are eligible for an annual transition retirement contribution, which is determined based on the participants age. Generally, participants must work 1,000 hours and be employed on the last day of the Plan year to
receive the retirement savings and transition retirement contributions. The Plan also accepts rollovers from other
tax-qualified
plans.
5
2018 Provisions
Subject to legal and Plan limits, participants may elect to contribute up to 75% of pretax earnings, as defined by the Plan document. Participants may also
make
catch-up
contributions if they have attained age 50 before the close of the Plan year. The Company contributes a matching contribution for participants in an amount equal to 100% of the first 6% of
eligible compensation contributed by the participant. The Plan also accepts rollovers from other
tax-qualified
plans.
Participant Accounts
Separate accounts are maintained
for each participant. Each participants account is credited with the participants contributions and Company matching contributions and an allocation of (a) the retirement savings contribution, if applicable, (b) the transition
retirement contribution, if applicable, and (c) Plan earnings (which are net of investment management expenses). Allocations are based on participant earnings or account balances, as defined. Additionally, participant accounts are assessed a
quarterly fixed fee as consideration for services provided by the trustee and recordkeeper, as well as transaction specific fees, such as loan origination, brokerage and shipping fees, which are directly assessed against the account of the
participant initiating the transaction.
Vesting and Forfeitures
Participants are immediately vested in their contributions and Company matching contributions. The retirement savings and transition retirement contributions
become 100% vested when the employee has rendered three years of vesting service, as defined. Forfeitures are used to pay Plan expenses and reduce Company matching or retirement contributions. Forfeitures available for future use were $814,493 and
$237,538 as of December 31, 2017 and 2016, respectively. Forfeitures of $247,000 were used to reduce the Companys retirement savings contribution paid in 2017 made primarily in March 2017, which represented substantially all of the
forfeitures available as of December 31, 2016.
Participant Loans
Participants may borrow from their accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance,
excluding any account balance associated with Qualified Voluntary Employee Contributions (as defined by the Plan document). Loan terms range from one to five years (up to ten years for the purchase of a principal residence). The loans are secured by
the balance in the participants account and bear interest at a rate based on prevailing market conditions. Interest rates on loans outstanding as of December 31, 2017, ranged from 3.25% to 10%. Principal and interest are paid ratably
through periodic payroll deductions.
Investment Options
All investments are participant-directed. Participants may direct contributions to the Plan to one or more of the Plans investment funds. The portion of
the Plans investments held in the Company Stock Fund is designated as an employee stock ownership plan (ESOP). In addition to the investment funds offered by the Plan, participants may invest in a self-directed brokerage account.
Participants may change their investment options or reallocate investment balances on a daily basis.
Payment of Benefits
On termination of service or upon death, disability, or retirement, a participant may receive a
lump-sum
amount equal
to the vested value of their account or elect to receive periodic installment payments. Generally, unless the participant elects otherwise, distributions related to the ESOP portion of the participants account will be made in equal
installments over a period not exceeding five years. Benefits are recorded when paid.
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying financial
statements have been prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
The Plans investments are stated at fair value. Fair value for mutual funds and common stock equals the quoted market price in an active market on the
last business day of the Plan year. Shares of mutual funds are valued at the net asset value of shares held by the Plan on the last business day of the Plan year. The Plans common/collective trust fund investments, including the
common/collective
trust fund investments that are included in the Stable Value Fund (the Fund), are valued at their net asset value per unit
as a practical expedient as reported by the fund manager of the collective trust.
6
The Fund is comprised of common/collective trust funds, synthetic guaranteed investment contracts (referred to
hereafter as wrapper contracts) and a short-term interest fund. The Funds key objectives are to provide preservation of principal, maintain a stable interest rate and provide daily liquidity at contract value for participant withdrawals and
transfers in accordance with the provisions of the Plan. The Fund accomplishes these objectives through the wrapper contracts which guarantee the contract value to the extent the fair value of the underlying investments in the common/collective
trust funds is less than contract value. See Note 5 for further information regarding the Fund.
Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the
ex-dividend
date.
Notes Receivable from Participants
Notes receivable from
participants are measured at amortized cost, which represents unpaid principal balance plus accrued but unpaid interest. Interest income from notes receivable from participants is recorded on an accrual basis. Related fees are recorded as
administrative expenses when they are incurred. No allowance for credit losses has been recorded as of December 31, 2017 or 2016. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a
distribution, the participant loan balance is reduced and a benefit payment is recorded within the Statement of Changes in Net Assets Available for Benefits.
Administrative Expenses
All normal costs and expenses of
administering the Plan and trust are generally paid by the Plans participants at the Companys discretion. Any cost resulting from a participant obtaining a loan or requesting a distribution or
in-service
withdrawal may be borne by such participant or charged to the participants individual account. Administrative expenses in the Statement of Changes in Net Assets Available for Benefits includes
costs associated with these participant-initiated loan and withdrawal transactions, which are allocated to the accounts of the participants initiating the transactions, as well as fees assessed by the Plans custodian and recordkeeper directly
against participant accounts as consideration for services provided to the Plan.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP)
requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing the Plans financial statements are reasonable and prudent.
Actual results may differ from those estimates.
Fair Value Measurements
In accordance with the FASB ASC 820,
Fair Value Measurements and Disclosures
, assets and liabilities measured at fair value are categorized into the
following fair value hierarchy:
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Level 1:
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Fair value is based on observable inputs such as quoted prices for identical assets or liabilities in active markets.
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Level 2:
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Fair value is based on quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly,
for substantially the full term of the asset or liability.
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Level 3:
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Fair value is based on unobservable inputs that reflect managements own assumptions.
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The fair values estimated and derived from each fair value calculation may not be indicative of net realizable value or
reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain
financial instruments could result in a different fair value measurement at the reporting date.
Mutual funds and common stock:
The fair value is
determined on the basis of quoted prices in an active market. Shares of mutual funds are valued at the net asset value (NAV) of shares held by the Plan on the last business day of the Plan year where the price of the fund is quoted in an
active market. Accordingly, these investments have been classified as Level 1.
Common/collective trust funds:
The investments underlying the
common/collective trust fund investments generally include shares of common stock and fixed income investments whose values are determined on the basis of quoted prices in an active market. The
Plans common/collective trust fund investments are valued based on NAV per share or unit as a practical expedient as reported by the fund manager,
multiplied by the number of shares or units held as of the measurement date. Accordingly, these
NAV-based
investments have been excluded from the fair value hierarchy.
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Stable Value Fund:
The fair value of the Fund equals contract value, which represents contributions made
under the contract, plus earnings, less participant withdrawals and administrative expenses (see Note 2). The investments that are included in the Fund are valued at their net asset value per unit as a practical expedient as reported by the fund
manager of the collective trust. Accordingly, these
NAV-based
investments have been excluded from the fair value hierarchy.
Self-directed brokerage accounts:
The accounts are comprised of common stock investments, mutual fund investments, investments in a short-term interest
fund and other investments. The fair values of the mutual fund, common stock and electronically traded fund investments are determined on the basis of quoted prices in an active market. Accordingly, these investments have been classified as
Level 1. Other investments are classified as Level 2 based on trading frequency.
Note 3. Fair Value Measurements
The following tables present the Plans investments which are measured at fair value on a recurring basis as of December 31, 2017 and 2016
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December 31, 2017
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Fair Value Measurements
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Level 1
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Level 2
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Subtotal
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NAV-based
assets (1)
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Total
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Company Stock
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$
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41,771,540
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$
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$
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41,771,540
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$
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$
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41,771,540
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Mutual Funds
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22,687,431
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22,687,431
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22,687,431
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Common/collective trust funds
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204,873,541
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204,873,541
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Stable Value Fund
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119,271,645
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119,271,645
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Self-directed brokerage accounts
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7,395,811
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1,918,141
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9,313,952
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9,313,952
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Total investments meaured at fair value
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$
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71,854,782
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$
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1,918,141
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$
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73,772,923
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$
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324,145,186
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$
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397,918,109
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December 31, 2016
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Fair Value Measurements
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Level 1
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Level 2
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Subtotal
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NAV-based
assets (1)
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Total
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Company Stock
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$
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70,097,627
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$
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$
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70,097,627
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$
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$
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70,097,627
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Mutual Funds
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104,191,604
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104,191,604
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104,191,604
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Common/collective trust funds
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611,772,975
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611,772,975
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Stable Value Fund
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143,147,574
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143,147,574
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Self-directed brokerage accounts
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6,988,169
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2,095,272
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9,083,441
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9,083,441
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Total investments meaured at fair value
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$
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181,277,400
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$
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2,095,272
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$
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183,372,672
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$
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754,920,549
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$
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938,293,221
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(1)
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The
NAV-based
assets are generally redeemable on a daily basis with a one day notice with no restrictions and there are no unfunded commitments.
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Note 4. Investment Contracts held in the Stable Value Fund
The Plans investments include the Funds investments in wrapper contracts. In a wrapper contract structure, the underlying investments are held
under the Fund through a group trust (i.e. common/collective trust funds) for retirement plan participants. The Fund purchases wrapper contracts from insurance companies and banks that credit a stated interest rate for a specified period of time.
The wrapper contracts guarantee the contract value of the underlying investments for participant-initiated events. The wrapper contracts amortize the realized and unrealized gains and losses on the underlying fixed income investments, typically over
the duration of the investments, through adjustments to the future interest crediting rate (which is the rate earned by participants in the Fund for the underlying investments). The issuers of the wrapper contract provide assurance that the
adjustments to the interest crediting rate do not result in a future interest crediting rate that is less than zero. An interest crediting rate less than zero would result in a loss of principal or accrued interest. If the financial institution
guaranteeing the wrapper contract fails to perform in accordance with the wrapper contract, the value of the Plans investments in the Fund and the value of the wrapper contract would be subject to additional market gains and losses.
8
The crediting rates are typically reset on a monthly or quarterly basis and are based on the market value and
performance of the underlying portfolio of assets backing these contracts. Inputs used to determine the crediting rate include each contracts portfolio market value, current
yield-to-maturity,
duration (i.e., weighted-average life), and market value relative to contract value. All contracts have a guaranteed rate of 0% or higher.
Because changes in market interest rates affect the
yield-to-maturity
and the
market value of the underlying investments, they can have a material impact on the wrapper contracts interest crediting rate. In addition, participant withdrawals and transfers from the Fund are paid at contract value but funded through the
market value liquidation of the underlying investments, which also impacts the interest crediting rate.
Gains and losses in the fair value of the wrapper
contracts (inclusive of the underlying investments in the common/collective trust funds) relative to their contract value are included in the Adjustment from fair value to current value in the Reconciliation of Financial Statements to
Form 5500 (see Note 9). If the adjustment from current value to fair value is positive for a given contract, this indicates that the wrapper contract value is greater than its fair value. The embedded market value losses will be amortized in the
future through a lower interest crediting rate than would otherwise be the case. If the adjustment from current value to fair value is negative, this indicates that the wrapper contract value is less than its fair value. The amortization of the
embedded market value gains will cause the future interest crediting rate to be higher than it otherwise would have been.
In certain circumstances, the
amount withdrawn from the wrapper contract would be payable at fair value rather than at contract value. These events include (i) termination of the Plan, (ii) a material adverse change to the provisions of the Plan, (iii) if the
employer elects to withdraw from a wrapper contract in order to switch to a different investment provider, or (iv) if the terms of a successor plan (in the event of the
spin-off
or sale of a business
unit) do not meet the wrapper contract issuers underwriting criteria for issuance of a clone wrapper contract.
Examples of events that would permit
a wrapper contract issuer to terminate a wrapper contract upon short notice include the Plans loss of its qualified status, uncured material breaches of responsibilities, or material and adverse changes to the provisions of the Plan. If one of
these events was to occur, the wrapper contract issuer could terminate the wrapper contract at the market value of the underlying investments. The events described above that could result in the payment of benefits at fair value rather than contract
value are not probable of occurring in the foreseeable future.
The Plan Administrator may elect to liquidate the Plans investments in the Fund in
whole or in part generally upon advance notice with the proceeds issued thereafter. Any such liquidation from the Fund may cause the Plan to incur termination or other withdrawal-related costs. There are currently no restrictions on
participant-directed withdrawals from the Fund.
Note 5. Related-Party Transactions and
Party-In-Interest
Transactions
All expenses related to the trustee and
recordkeeping in connection with the operation of the Plan are paid by the Plan and included in the Statement of Changes in Net Assets Available for Benefits. All other costs are paid out of the Plans assets, except to the extent the Company
elects to pay such expenses directly.
Certain Plan investments are shares of common stock of Newell Brands Inc. (Newell Brands), the ultimate
parent of the Company. These investments have values of $41,771,540 and $70,097,627, respectively, as of December 31, 2017 and 2016. For the year ended December 31, 2017, the Plan recorded dividend income on common shares of Newell Brands
of $1,277,455.
Certain Plan investments are managed by the Fidelity Management Trust Company (Fidelity), the Plans trustee. Fidelity is
a party in interest to the Plan as defined by ERISA. Parties in interest to the Plan are identified in the Schedule H, Line 4i - Schedule of Assets (Held at End of Year).
The Plan issues notes to participants, which are secured by the balances in the participants accounts. These transactions qualify as
party-in-interest
transactions.
Note 6. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the
Plan, subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
Note 7. Income
Taxes
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated August 3, 2017, stating that the
Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation.
9
Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. To the extent
operational errors in the Plan have been identified or are identified in the future, the Plan Administrator has indicated that it will take the necessary steps, if any, to correct these errors. Otherwise, the Plan Administrator believes that the
Plan is designed and being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is
tax-exempt.
U.S. GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized
when the position is more likely than not, based on the technical merits, to not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017,
there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no
audits for any tax periods in progress.
Note 8. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are subject to various risks such as interest rate, market and credit risks. Due to
the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants
account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
The Plan generally does not require collateral from
counterparties or use netting arrangements to support or mitigate credit risk associated with the wrapper contracts or the Plans other investments. The Plans primary credit risk is associated with the banks and insurance companies
that are counterparties to the wrapper contracts. As of December 31, 2017 and 2016, there were no reserves against the carrying values the wrapper contracts due to credit risks of the issuers.
9. Reconciliation of Financial Statements to Form 5500
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December 31,
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2017
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2016
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Net assets available for benefits:
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Net assets available for benefits at
year-end
as reported
in the accompanying financial statements
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$
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1,885,917,397
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$
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970,173,224
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Adjustment from fair value to current value for common/collective trust funds and stable value
fund
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2,567,165
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Net assets available for benefits at
year-end
per
Form 5500
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$
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1,885,917,397
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$
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972,740,389
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The accompanying financial statements present the Fund at fair value. The Form 5500 requires this fund to be reported at
current value. Therefore, the adjustment from fair value to current value for fully benefit responsive investment contracts represents a reconciling item.